Prospectus re Admission to the Official List - Heritage Oil

anniversary of the Effective Date as they may determine,upon at least 60 days’ prior written notice to the registeredholders of the Exchangeable Shares;(b) a Company Control Transaction occurs, in which case,provided that the HOC board of directors determines ingood faith in its sole discretion that it is not reasonablypracticable to substantially replicate the terms andconditions of the Exchangeable Shares in connection withsuch Company Control Transaction and that theredemption of all but not less than all of the outstandingExchangeable Shares is necessary to enable the completionof such Company Control Transaction in accordance withits terms, the HOC board of directors may accelerate suchredemption date to such date prior to the seventhanniversary of the Effective Date as they may determine,upon such number of days prior written notice to theregistered holders of the Exchangeable Shares as the HOCboard of directors may determine to be reasonablypracticable in such circumstances;(c)an Exchangeable Share Voting Event is proposed, in whichcase, provided that the HOC board of directors determines,in good faith and in its sole discretion, that it is notreasonably practicable to accomplish the business purposeintended by the Exchangeable Share Voting Event (whichbusiness purpose must be bona fide and not for the primarypurpose of causing the occurrence of a Redemption Date),in any other commercially reasonable manner that does notresult in an Exchangeable Share Voting Event, theredemption date shall be the Business Day prior to therecord date for any meeting of the holders of theExchangeable Shares to consider the Exchangeable ShareVoting Event and the HOC board of directors shall givesuch number of days’ prior written notice of suchredemption to the registered holders of the ExchangeableShares as the HOC board of directors may determine to bereasonably practicable in such circumstances; or(d) an Exempt Exchangeable Share Voting Event is proposedand the holders of the Exchangeable Shares fail to take thenecessary action at a meeting of holders of ExchangeableShares, to approve or disapprove, as applicable, the ExemptExchangeable Share Voting Event, in which case theredemption date shall be the Business Day followingthe day of such meeting on which the holders of theExchangeable Shares failed to take such action andthe HOC board of directors shall give such number of days’prior written notice of such redemption to the registeredholders of the Exchangeable Shares as the HOC board ofdirectors may determine to be reasonably practicable insuch circumstances,provided, however, that the accidental failure or omission to giveany notice of redemption under clauses (a), (b), (c) or (d) aboveto the holders of Exchangeable Shares shall not affect thevalidity of any such redemption.‘‘Regulations’’ Companies (Uncertificated Securities) (Jersey) Order 1999301